Common use of Securities Law Disclosure; Publicity Clause in Contracts

Securities Law Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Investors by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Investor or any of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Investor shall rely on the foregoing covenant in effecting transactions in securities of the Company. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Investor, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Investors with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Investors regarding such disclosure. “Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

Securities Law Disclosure; Publicity. The By 9:00 a.m., New York City time, on the trading day immediately following the Closing, the Company shall (a) by the Disclosure Time, issue a press release (the “Press Release”) disclosing the all material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Investors by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Investor or any of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Investor shall rely on the foregoing covenant in effecting transactions in securities of the CompanyOffering. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investorthe Purchaser or an Affiliate of the Purchaser, or include the name of any Investor the Purchaser or an Affiliate of the Purchaser in any press release or filing with the Commission SEC (other than the Registration Statement) or any regulatory agency or Trading Marketprincipal trading market, without the prior written consent of such Investorthe Purchaser, except (ai) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the Commission and SEC or (bii) to the extent such disclosure is required by law law, request of the staff of the SEC or Trading Market of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Investors Purchaser with prior written notice of such disclosure permitted under this sub-clause (b) and reasonably cooperate ii). The Purchaser shall not be in possession of any material, non-public information received from the Company or any of its respective officers, directors, employees or agents in connection with such Investors regarding such disclosure. “Disclosure Time” means, (i) if this Agreement is signed on a day the Offering that is not disclosed in the SEC Reports unless the Purchaser shall have executed a Trading Day written agreement regarding the confidentiality and use of such information or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on is otherwise subject to confidentiality restrictions. The Purchaser covenants that until such time as the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time transactions contemplated by this Agreement are publicly disclosed by the Placement AgentCompany as described in this Section 9, the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and (ii) if terms of such transactions). In addition, the Purchaser acknowledges that it is aware that the United States securities laws generally prohibit any person who is in possession of material nonpublic information about a public company such as the Company from purchasing or selling securities of such company. The provisions of this Agreement is signed Section 9 are in addition to and not in replacement of any other confidentiality agreement between midnight (New York City time) the Company and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement AgentPurchaser.

Securities Law Disclosure; Publicity. The (i) No later than 9:30 am on the fourth (4th) Trading Day after the date hereof, the Company shall (a) by the Disclosure Time, issue a press release Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents required to be included in such Current Report as exhibits thereto. The Company represents to the Purchasers that, with the Commission within the time required by the Exchange Act. From and after as of the issuance of the first such press releaseCurrent Report, the Company shall have publicly disclosed all material, non-public information delivered to any the Purchasers, if any, as of the Investors such time by the Company Company, or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates employees or agents, including, without limitation, the Placement Agent, agents in connection with the transactions contemplated by the Transaction Documents. In additionThe Company shall afford each Purchaser and Xxxx as Purchasers’ counsel with a reasonable opportunity to review and comment upon, effective upon shall consult with them on the issuance of form and substance of, and shall consider in good faith all such comments from them on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitationrelating to such Purchaser, the Placement AgentTransaction Documents and/or the transactions contemplated by any Document, on prior to the one handissuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Purchaser shall reasonably object, unless required by law. For the avoidance of doubt, the Investor Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the SEC under the Exchange Act if it shall have previously provided the same or any of their Affiliates on substantially the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Investor shall rely on the foregoing covenant same disclosure for review in effecting transactions in securities of the Companyconnection with a previous filing. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any InvestorPurchaser, or include the name of any Investor Purchaser in any filing with the Commission SEC or any regulatory agency or Trading Market, without the prior written consent of such InvestorPurchaser, except except: (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission SEC and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Investors Purchasers with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Investors regarding such disclosure. “Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent).

Securities Law Disclosure; Publicity. The By 9:00 a.m., New York City time, on the trading day immediately following the Initial Closing, the Company shall (a) by the Disclosure Time, issue a press release (the “Press Release”) disclosing the all material terms of the transactions contemplated hereby, Offering. The Company will also file the Super 8-K (and (b) file a Current Report on Form including as exhibits to such Super 8-K, including the material Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Investors by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, (including, without limitation, this Agreement and the Placement Agent, in connection with Registration Rights Agreement)) as soon as practicable following the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any closing date of the Investor or any of their Affiliates on Merger but in no event more than four (4) Business Days following the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Investor shall rely on the foregoing covenant in effecting transactions in securities closing date of the CompanyMerger. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investorthe Purchaser or an Affiliate of the Purchaser, or include the name of any Investor the Purchaser or an Affiliate of the Purchaser in any press release or filing with the Commission SEC (other than the Registration Statement) or any regulatory agency or Trading Marketprincipal trading market, without the prior written consent of such Investorthe Purchaser, except (ai) as required by federal securities law Law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the Commission and SEC, (bii) in connection with a request by FINRA relating to the Form 211 to be filed by a market maker on the Company’s behalf, or (iii) to the extent such disclosure is required by law applicable Law, request of the staff of the SEC or Trading Market of any regulatory agency or principal trading market regulations, in which case the Company shall to the extent legally permissible provide the Investors Purchaser with prior written notice of such disclosure permitted under this sub-clause (b) ii). From and reasonably cooperate after the filing of the Super 8-K, no Purchaser shall be in possession of any material, non-public information received from the Company or any of its respective officers, directors, employees or agents or any other person acting on its behalf in connection with the Offering that is not disclosed in the Super 8-K unless the Purchaser shall have executed a written agreement with the Company regarding the confidentiality and use of such information or is otherwise subject to confidentiality restrictions. The Purchaser, severally and not jointly with the Other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9(i), the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such Investors regarding transactions (including the existence and terms of such transactions), except to the extent such disclosure is required by applicable Law and then only after providing the Company with advance notice of such disclosure to the extent legally permissible so that the Company may seek a protective order to prevent such disclosure. “Disclosure Time” meansIn addition, (ithe Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information about a company from purchasing or selling any securities of such company while in possession of such information. The provisions of this Section 9(i) are in addition to and not in replacement of any other confidentiality agreement, if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) any, between the Company and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement AgentPurchaser.

Securities Law Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Disclosure TimeTrading Day immediately following the Initial Closing Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing the material terms of the transactions contemplated hereby (the "Initial Press Release") and (b) issue a Current Report on Form 8-K (the "Current Report") disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 1934 Act. From and after the issuance of such press releasethe Initial Press Release, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to any the Investor as of the Investors such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employeesemployees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall, Affiliates on or agentsbefore 9:00 a.m. (New York City time) on the Trading Day immediately following the Additional Closing Notice Date, including, without limitationissue a press release in form and substance reasonably acceptable to the Investor disclosing that the Company has elected to deliver an Additional Closing Notice to the Investor and that the Additional Closing has occurred (the "Additional Press Release"). From and after the issuance of the Additional Press Release, the Placement AgentCompany represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance filing of such press releasethe 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agentsaffiliates, employees, Affiliates employees or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Investor or any of their Affiliates its affiliates, on the other hand, shall terminate and be of no further force or effectterminate. The Company understands shall not, and confirms the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor's sole discretion). To the extent that each the Company delivers any material, non-public information to the Investor without the Investor's consent, the Company hereby covenants and agrees that the Investor shall rely not have any duty of confidentiality with respect to, or a duty not to trade on the foregoing covenant in effecting transactions in securities basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the CompanyCompany relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. Notwithstanding For the foregoingavoidance of doubt, the Company shall not publicly disclose the name of be required to submit for review any Investor, or include the name of any Investor such disclosure contained in any filing periodic reports filed with the Commission or any regulatory agency or Trading Market, without under the prior written consent of such Investor, except (a) as required by federal securities law 1934 Act if it shall have previously provided the same disclosure for review in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Investors with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Investors regarding such disclosure. “Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agentprevious filing.

Securities Law Disclosure; Publicity. The By 9:00 a.m., New York City time, on the trading day immediately following the Initial Closing, the Company shall (a) by the Disclosure Time, issue a press release (the “Press Release”) disclosing the all material terms of the transactions contemplated hereby, and (b) Offering. The Company will also file a Current Report on Form 8-K (and including as exhibits to such 8-K, including the material Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Investors by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, (including, without limitation, this Agreement and the Placement AgentRegistration Rights Agreement)) as soon as practicable, but in connection with no event more than four (4) Business Days following the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Investor or any of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Investor shall rely on the foregoing covenant in effecting transactions in securities of the CompanyClosing DAte. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investorthe Purchaser or an Affiliate of the Purchaser, or include the name of any Investor the Purchaser or an Affiliate of the Purchaser in any press release or filing with the Commission SEC (other than the Registration Statement) or any regulatory agency or Trading Marketprincipal trading market, without the prior written consent of such Investorthe Purchaser, except (ai) as required by federal securities law Law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the Commission and SEC, (bii) in connection with a request by FINRA relating to the Form 211 to be filed by a market maker on the Company’s behalf, or (iii) to the extent such disclosure is required by law applicable Law, request of the staff of the SEC or Trading Market of any regulatory agency or principal trading market regulations, in which case the Company shall to the extent legally permissible provide the Investors Purchaser with prior written notice of such disclosure permitted under this sub-clause (b) ii). From and reasonably cooperate after the filing of the 8-K, no Purchaser shall be in possession of any material, non-public information received from the Company or any of its respective officers, directors, employees or agents or any other person acting on its behalf in connection with the Offering that is not disclosed in the 8-K unless the Purchaser shall have executed a written agreement with the Company regarding the confidentiality and use of such information or is otherwise subject to confidentiality restrictions. The Purchaser, severally and not jointly with the Other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9(i), the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such Investors regarding transactions (including the existence and terms of such transactions), except to the extent such disclosure is required by applicable Law and then only after providing the Company with advance notice of such disclosure to the extent legally permissible so that the Company may seek a protective order to prevent such disclosure. “Disclosure Time” meansIn addition, (ithe Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information about a company from purchasing or selling any securities of such company while in possession of such information. The provisions of this Section 9(i) are in addition to and not in replacement of any other confidentiality agreement, if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) any, between the Company and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement AgentPurchaser.

Securities Law Disclosure; Publicity. The By 9:00 a.m., New York City time, on the trading day immediately following the Initial Closing, the Company shall (a) by the Disclosure Time, issue a press release (the “Press Release”) disclosing the all material terms of the transactions contemplated hereby, Offering. The Company will also file the Super 8-K (and (b) file a Current Report on Form including as exhibits to such Super 8-K, including the material Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Investors by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, (including, without limitation, this Agreement and the Placement Agent, in connection with Registration Rights Agreement)) as soon as practicable following the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any closing date of the Investor or any of their Affiliates on Share Exchange but in no event more than four (4) Business Days following the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Investor shall rely on the foregoing covenant in effecting transactions in securities closing date of the CompanyShare Exchange. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investorthe Purchaser or an Affiliate of the Purchaser, or include the name of any Investor the Purchaser or an Affiliate of the Purchaser in any press release or filing with the Commission SEC (other than the Registration Statement) or any regulatory agency or Trading Marketprincipal trading market, without the prior written consent of such Investorthe Purchaser, except (ai) as required by federal securities law Law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the Commission and SEC or (bii) to the extent such disclosure is required by law applicable Law, request of the staff of the SEC or Trading Market of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Investors Purchaser with prior written notice of such disclosure permitted under this sub-clause (b) ii). From and reasonably cooperate after the filing of the Super 8-K, no Purchaser shall be in possession of any material, non-public information received from the Company or any of its respective officers, directors, employees or agents or any other person acting on its behalf in connection with such Investors regarding such disclosure. “Disclosure Time” means, (i) if this Agreement is signed on a day the Offering that is not disclosed in the Super 8-K unless the Purchaser shall have executed a Trading Day written agreement with the Company regarding the confidentiality and use of such information or after 9:00 a.m. (New York City time) is otherwise subject to confidentiality restrictions. The Purchaser, severally and before midnight (New York City time) on any Trading Daynot jointly with the Other Purchasers, 9:01 a.m. (New York City time) on covenants that until such time as the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time transactions contemplated by this Agreement are publicly disclosed by the Placement AgentCompany as described in this Section 9(i), the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions), except to the extent such disclosure (iix) is made to the Purchaser Parties in connection with the transactions contemplated hereby or (y) is required by applicable Law. In addition, the Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information about a company from purchasing or selling any securities of such company while in possession of such information. The provisions of this Section 9(i) are in addition to and not in replacement of any other confidentiality agreement, if this Agreement is signed any, between midnight (New York City time) the Company and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.Purchaser. 38

Securities Law Disclosure; Publicity. The By 9:00 a.m., New York City time, on the trading day immediately following the Closing, the Company shall (a) by the Disclosure Time, issue a press release (the “Press Release”) disclosing the all material terms of the transactions contemplated hereby, sale and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Investors by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Investor or any of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Investor shall rely on the foregoing covenant in effecting transactions in securities of the CompanySecurities. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any InvestorPurchaser or any Affiliates of the Purchasers, or include the name of any Investor Purchaser or any Affiliates of the Purchasers in any press release or filing with the Commission SEC (other than the Registration Statement) or any regulatory agency or Trading Marketprincipal trading market, without the prior written consent of such InvestorPurchaser, except (ai) as required by federal securities law Law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the Commission and SEC or (bii) to the extent such disclosure is required by law applicable Law, request of the staff of the SEC or Trading Market of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Investors Purchasers with prior written notice of such disclosure permitted under this sub-clause (b) ii). The Purchasers, severally and reasonably cooperate not jointly, covenant that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9(h), the Purchasers will maintain the confidentiality of all disclosures made to it in connection with such Investors regarding transactions (including the existence and terms of such disclosuretransactions), except to the extent such disclosure (x) is made to the Purchaser Parties in connection with the transactions contemplated hereby or (y) is required by applicable Law. “Disclosure Time” meansIn addition, (ieach Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information about a company from purchasing or selling any securities of such company while in possession of such information. The provisions of this Section 9(h) are in addition to and not in replacement of any confidentiality agreement, if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) any, between the Company and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement AgentPurchaser.

Securities Law Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press No public release disclosing the material terms of or announcement concerning this Agreement or the transactions contemplated herebyhereby shall be issued by the Company, any Selling Stockholder or any Purchaser without the prior consent of the Company and the Selling Stockholders (bin the case of a release or announcement by a Purchaser), such Purchasers and the Selling Stockholders (in the case of a release or announcement by the Company), or such Purchasers and the Company (in the case of a release or announcement by the Selling Stockholders) file a Current Report on Form 8-K(which consents shall not be unreasonably withheld, including the Transaction Documents conditioned, or delayed), except for any such release or announcement as exhibits thereto, with the Commission within the time may be required by Law or the Exchange Act. From and after the issuance applicable rules or regulations of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Investors by the Company securities exchange or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, securities market including, without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Investor or any of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Investor shall rely on the foregoing covenant in effecting transactions in securities of the Company. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the Commission SEC of one or more registration statements in accordance with the requirements of the Registration Rights Agreement, any regulatory agency or Trading Market, without the prior written consent of such Investor, except (a) as filings required by federal any applicable state securities law in connection with laws, the filing of final Transaction Documents a Notice of Exempt Offering of Securities on Form D with the Commission and (bunder Regulation D of the Securities Act, the filing of any requisite notices and/or application(s) to the extent such disclosure is NASDAQ, if applicable, for the issuance, sale, and listing or quotation of the Class A Common Stock for trading or quotation, as the case may be, thereon in the time and manner required by law or Trading Market regulationsthereby, the filings required in accordance with Section 2.26 of this Agreement, in which case the Company Company, the Selling Stockholders or the Purchasers, as the case may be, shall provide allow the Investors with prior notice Purchasers, the Selling Stockholders or the Company, as applicable, to the extent reasonably practicable under the circumstances, reasonable time to comment on such release or announcement in advance of such disclosure permitted under this clause (b) and reasonably cooperate with such Investors regarding such disclosure. “Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agentissuance.

Securities Law Disclosure; Publicity. The By 9:00 a.m., New York City time, on the trading day immediately following the Initial Closing, the Company shall (a) by the Disclosure Time, issue a press release (the “Press Release”) disclosing the all material terms of the transactions contemplated hereby, Offering. The Company will also file the Super 8-K (and (b) file a Current Report on Form including as exhibits to such Super 8-K, including the material Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Investors by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, (including, without limitation, this Agreement and the Placement Agent, in connection with Registration Rights Agreement)) as soon as practicable following the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any closing date of the Investor or any of their Affiliates on Merger but in no event more than four (4) Business Days following the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Investor shall rely on the foregoing covenant in effecting transactions in securities closing date of the CompanyMerger. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investorthe Purchaser or an Affiliate of the Purchaser, or include the name of any Investor the Purchaser or an Affiliate of the Purchaser in any press release or filing with the Commission SEC (other than the Registration Statement) or any regulatory agency or Trading Marketprincipal trading market, without the prior written consent of such Investorthe Purchaser, except (ai) as required by federal securities law Law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the Commission and SEC, or (bii) in connection with a request by FINRA relating to the Form 211 to be filed by a market maker on the Company’s behalf, or (iii) to the extent such disclosure is required by law applicable Law, request of the staff of the SEC or Trading Market of any regulatory agency or principal trading market regulations, in which case the Company shall to the extent legally permissible provide the Investors Purchaser with prior written notice of such disclosure permitted under this sub-clause (b) ii). From and reasonably cooperate after the filing of the Super 8-K, no Purchaser shall be in possession of any material, non-public information received from the Company or any of its respective officers, directors, employees or agents or any other person acting on its behalf in connection with the Offering that is not disclosed in the Super 8-K unless the Purchaser shall have executed a written agreement with the Company regarding the confidentiality and use of such information or is otherwise subject to confidentiality restrictions. The Purchaser, severally and not jointly with the Other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9 (i), the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such Investors regarding transactions (including the existence and terms of such transactions), except to the extent such disclosure is required by applicable Law and then only after providing the Company with advance notice of such disclosure to the extent legally permissible so that the Company may seek a protective order to prevent such disclosure. “Disclosure Time” meansIn addition, the Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information about a company from purchasing or selling any securities of such company while in possession of such information. The provisions of this Section 9 (i) are in addition to and not in replacement of any other confidentiality agreement, if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) any, between the Company and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement AgentPurchaser.

Securities Law Disclosure; Publicity. The By 9:00 a.m., New York City time, on the trading day immediately following the Initial Closing, the Company shall (a) by the Disclosure Time, issue a press release (the “Press Release”) disclosing the all material terms of the transactions contemplated hereby, Offering. The Company will also file the Super 8-K (and (b) file a Current Report on Form including as exhibits to such Super 8-K, including the material Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Investors by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, (including, without limitation, this Agreement and the Placement Agent, in connection with Registration Rights Agreement)) as soon as practicable following the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any closing date of the Investor or any of their Affiliates on Merger but in no event more than four (4) Business Days following the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Investor shall rely on the foregoing covenant in effecting transactions in securities closing date of the CompanyMerger. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investorthe Purchaser or an Affiliate of the Purchaser, or include the name of any Investor the Purchaser or an Affiliate of the Purchaser in any press release or filing with the Commission SEC (other than the Registration Statement) or any regulatory agency or Trading Marketprincipal trading market, without the prior written consent of such Investorthe Purchaser, except (ai) as required by federal securities law Law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the Commission and SEC or (bii) to the extent such disclosure is required by law applicable Law, request of the staff of the SEC or Trading Market of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Investors Purchaser with prior written notice of such disclosure permitted under this sub-clause (b) ii). From and reasonably cooperate after the filing of the Super 8-K, no Purchaser shall be in possession of any material, non-public information received from the Company or any of its respective officers, directors, employees or agents or any other person acting on its behalf in connection with such Investors regarding such disclosure. “Disclosure Time” means, (i) if this Agreement is signed on a day the Offering that is not disclosed in the Super 8-K unless the Purchaser shall have executed a Trading Day written agreement with the Company regarding the confidentiality and use of such information or after 9:00 a.m. (New York City time) is otherwise subject to confidentiality restrictions. The Purchaser, severally and before midnight (New York City time) on any Trading Daynot jointly with the Other Purchasers, 9:01 a.m. (New York City time) on covenants that until such time as the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time transactions contemplated by this Agreement are publicly disclosed by the Placement AgentCompany as described in this Section 9(i), the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions), except to the extent such disclosure (iix) is made to the Purchaser Parties in connection with the transactions contemplated hereby or (y) is required by applicable Law. In addition, the Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information about a company from purchasing or selling any securities of such company while in possession of such information. The provisions of this Section 9(i) are in addition to and not in replacement of any other confidentiality agreement, if this Agreement is signed any, between midnight (New York City time) the Company and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement AgentPurchaser.

Securities Law Disclosure; Publicity. The By 9:00 a.m., New York City time, on the trading day immediately following the Initial Closing, the Company shall (a) by the Disclosure Time, issue a press release (the “Press Release”) disclosing the all material terms of the transactions contemplated hereby, Offering. The Company will also file the Super 8-K (and (b) file a Current Report on Form including as exhibits to such Super 8-K, including the material Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Investors by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, (including, without limitation, this Agreement and the Placement Agent, in connection with Registration Rights Agreement)) as soon as practicable following the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any closing date of the Investor or any of their Affiliates on Merger but in no event more than four (4) Business Days following the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Investor shall rely on the foregoing covenant in effecting transactions in securities closing date of the CompanyMerger. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investorthe Purchaser or an Affiliate of the Purchaser, or include the name of any Investor the Purchaser or an Affiliate of the Purchaser in any press release or filing with the Commission SEC (other than the Registration Statement) or any regulatory agency or Trading Marketprincipal trading market, without the prior written consent of such Investorthe Purchaser, except (ai) as required by federal securities law Law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the Commission and SEC or (bii) to the extent such disclosure is required by law applicable Law, request of the staff of the SEC or Trading Market of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Investors Purchaser with prior written notice of such disclosure permitted under this sub-clause (b) ii). From and reasonably cooperate after the filing of the Super 8-K, no Purchaser shall be in possession of any material, non-public information received from the Company or any of its respective officers, directors, employees or agents or any other person acting on its behalf in connection with such Investors regarding such disclosure. “Disclosure Time” means, (i) if this Agreement is signed on a day the Offering that is not disclosed in the Super 8-K unless the Purchaser shall have executed a Trading Day written agreement with the Company regarding the confidentiality and use of such information or after 9:00 a.m. (New York City time) is otherwise subject to confidentiality restrictions. The Purchaser, severally and before midnight (New York City time) on any Trading Daynot jointly with the Other Purchasers, 9:01 a.m. (New York City time) on covenants that until such time as the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time transactions contemplated by this Agreement are publicly disclosed by the Placement AgentCompany as described in this Section 10(i), the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions), except to the extent such disclosure (iix) is made to the Purchaser Parties in connection with the transactions contemplated hereby or (y) is required by applicable Law. In addition, the Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information about a company from purchasing or selling any securities of such company while in possession of such information. The provisions of this Section 10(i) are in addition to and not in replacement of any other confidentiality agreement, if this Agreement is signed any, between midnight (New York City time) the Company and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.Purchaser. 37

Securities Law Disclosure; Publicity. The No later than 9:30 am (Eastern Time) on the third Business Day after the date hereof and after the Closing Date, the Company shall issue EXECUTION VERSION a Current Report on Form 8-K (aeach, a “Current Report”) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-Kshall file, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange ActAct of 1934, as amended, and the rules promulgated thereunder, any documents required either (i) to be included in such Current Report as exhibits thereto or (ii) to be filed with the Company’s subsequent periodic report. From and after The Company represents to the Noteholders that, as of the issuance of the first such press releaseCurrent Report, the Company shall have publicly disclosed all material, non-public information known by the Company delivered to any the Noteholders, if any, as of the Investors such time by the Company or any of its Subsidiariesauthorized representatives, or any of their respective which shall include its authorized officers, directors, employees, Affiliates employees or agents, including, without limitation, the Placement Agent, agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Investor or any of their Affiliates on the other hand, shall terminate and be of no further force or effectthis Agreement. The Company understands shall afford each Noteholder and confirms that each Investor its counsel with a reasonable opportunity to review and comment upon such Current Reports, prior to the issuance, filing or public disclosure thereof, and the Company shall rely on the foregoing covenant not issue, file or publicly disclose any such information to which any Noteholder shall reasonably object, unless required by, or in effecting transactions in securities of the Companyorder to comply with, applicable law, legislation, rule, regulation or governmental (including Securities and Exchange Commission disclosure requirements), judicial, administrative, regulatory or self-regulatory (including any stock exchange) body or process. Notwithstanding the foregoing, the The Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the Commission or any regulatory agency or Trading Market, Noteholder without the prior written consent of such InvestorNoteholder, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law by, or Trading Market regulationsin order to comply with, applicable law, legislation, rule, regulation or governmental (including Securities and Exchange Commission disclosure requirements), judicial, administrative, regulatory or self-regulatory (including any stock exchange) body or process, in which case the Company shall provide the Investors Noteholders with prior notice of such disclosure permitted under this clause (b) provision. Except with respect to the material terms and conditions of the transactions contemplated by this Agreement, which shall be disclosed by a Current Report filed pursuant to this provision, the Noteholders or their agent or counsel do not desire to receive any information that constitutes, or that the Company reasonably cooperate with such Investors regarding such disclosure. “Disclosure Time” meansbelieves constitutes, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereofmaterial non-public information, unless otherwise instructed as prior thereto such Noteholder shall have consented to an earlier time by the Placement Agent, receipt of such information and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on agreed with the date hereof, unless otherwise instructed as Company to an earlier time by the Placement Agentkeep such information confidential.

Securities Law Disclosure; Publicity. The By 9:00 a.m., New York City time, on the trading day immediately following the Initial Closing, the Company shall (a) by the Disclosure Time, issue a press release (the “Press Release”) disclosing the all material terms of the transactions contemplated hereby, Offering. The Company will also file the Super 8-K (and (b) file a Current Report on Form including as exhibits to such Super 8-K, including the material Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Investors by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, (including, without limitation, this Agreement and the Placement Agent, in connection with Registration Rights Agreement)) as soon as practicable following the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any closing date of the Investor or any of their Affiliates on Merger but in no event more than four (4) Business Days following the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Investor shall rely on the foregoing covenant in effecting transactions in securities closing date of the CompanyMerger. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any InvestorPurchaser or an Affiliate of any Purchaser, or include the name of any Investor Purchaser or an Affiliate of any Purchaser in any press release or filing with the Commission SEC (other than the Registration Statement) or any regulatory agency or Trading Marketprincipal trading market, without the prior written consent of such InvestorPurchaser, except (ai) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the Commission and SEC or (bii) to the extent such disclosure is required by law law, request of the staff of the SEC or Trading Market of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Investors Purchasers with prior written notice of such disclosure permitted under this sub-clause (b) ii). From and reasonably cooperate with such Investors regarding such disclosure. “Disclosure Time” meansafter the issuance of the Press Release, (i) if this Agreement is signed on a day no Purchaser shall be in possession of any material, non-public information received from the Company or any of its respective officers, directors, employees or agents that is not disclosed in the Press Release unless a Trading Day or after 9:00 a.m. (New York City time) Purchaser shall have executed a written agreement regarding the confidentiality and before midnight (New York City time) on any Trading Dayuse of such information. Each Purchaser, 9:01 a.m. (New York City time) on severally and not jointly with the Trading Day immediately following other Purchasers, covenants that until such time as the date hereof, unless otherwise instructed as to an earlier time transactions contemplated by this Agreement are publicly disclosed by the Placement AgentCompany as described in this Section 9, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agentterms of such transactions).